Daily Journal (DJCO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 19, 2025, to elect four directors, ratify Baker Tilly US, LLP as auditor, and approve stock settlement of up to 2,000 Director RSUs.

• Record date for voting is December 16, 2024; 1,377,426 shares of Common Stock outstanding.

• Proxy materials and annual report are available on the company website.

Voting matters and shareholder proposals

• Shareholders will vote on electing four directors, ratifying Baker Tilly as auditor, and approving stock settlement for up to 2,000 Director RSUs.

• Proposals require a majority of votes cast to pass; abstentions and broker non-votes have no effect.

• Shareholders may submit proposals for the 2026 meeting by September 10, 2025.

Board of directors and corporate governance

• Board consists of four members: Mary Conlin, John B. Frank, Steven Myhill-Jones, and Rasool Rayani.

• Majority of directors are independent per NASDAQ rules; two standing committees: audit and compensation.

• No standing nominating committee; independent directors select nominees.

• Board leadership combines CEO and Chairman roles; full board oversees risk.

• Code of Ethics applies to all directors, officers, and employees.